0000912057-01-526504 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 3rd, 2001 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • California

This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of March 20, 2001, between Guitar Center Stores, Inc., a Delaware corporation (the "Company"), and David Fleming (the "Executive"). This Agreement shall become effective concurrently with the occurrence of the "Closing" as such term is defined in that certain Asset Purchase Agreement, dated as of March 20, 2001, by and among the Company, the Executive and the other parties named therein (the "Purchase Agreement"). Capitalized terms used herein without definition shall have the meanings given to them in the Purchase Agreement.

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 3rd, 2001 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • California

This Asset Purchase Agreement (the "Agreement") is made as of March 20, 2001, by and among Guitar Center Stores, Inc., a Delaware corporation, with a principal place of business located at 5155 Clareton Drive, Agoura Hills, California 91301 ("Buyer"), and American Music Group, Ltd., a New York corporation, with a principal place of business located at 310 West Jefferson Street, Syracuse, New York 13202, Eastern Musical Supply Co., Inc., a New York corporation, with a principal place of business located at 106 Gray Road, West Falmouth, Maine 04105, Lyons Music, Inc., a New York corporation, with a principal place of business located at 130 E. St. Charles Road, Suite B, Carol Stream, Illinois 60188-2075, American Music, Inc., a Florida corporation, with a principal place of business located at 667 Florida Central Parkway, Longwood, Florida 32750, American Musical Instruments, Inc., a New York corporation, with a principal place of business located at 2710 West Bell Road, Suite 1200, Phoe

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